Saint Gobain - Registration document 2016

6 CORPORATE GOVERNANCE

2. Management and Directors’ compensation

Compensation components voted on at the General Shareholders’ Meeting of June 5, 2014 in respect of procedures for related-party agreements and undertakings

Description

Compensation for loss of office

In the event of forced termination of office , irrespective of the form of termination, linked to a change in control or strategy under the following circumstances: a) he is removed from office or his mandate as Chairman and Chief Executive Officer is not renewed on expiry, other than at his own initiative or as a result of gross or willful misconduct or serious misconduct not related to his duties as Chief Executive Officer; or b) he is forced to resign within the 12 months following: the date of approval by the shareholders of a merger or demerger affecting Compagnie de Saint-Gobain ; or ‹ Compagnie de Saint-Gobain (in accordance with Article L.233-3 of the French Commercial Code) ; or the effective date on which a third party or group of third parties acting in concert acquires control of ‹ leading to a major refocusing of its business. the announcement by the Company’s governance bodies of a significant change in the Group’s strategy ‹ Mr. Pierre-André de Chalendar would be able to receive compensation not to exceed the double of the sum of the fixed portion of his annual compensation received as of the date of termination of his duties, and the average annual variable compensation received or receivable in respect of his last three full years in office. In any case, no compensation for loss of office would be due if Mr. Pierre-André de Chalendar were to leave Compagnie de Saint-Gobain at his own initiative under circumstances other than those described above, or if, upon leaving the Company under one of the circumstances described above, he were eligible to retire during the twelve months following termination of his duties as Chairman and Chief Executive Officer and to receive a pension under the so-called “SGPM” defined benefit plan. In no case may the sum of the indemnity for termination of office and the non-compete indemnity described below exceed twice Mr. Pierre-André de Chalendar’s gross annual total compensation. The indemnity for loss of office shall be subject to fulfillment of a performance condition: see chapter 6, section 2.2.4. Should the Chairman and Chief Executive Officer leave office under circumstances entitling him to compensation for loss of office (see the circumstances listed in the paragraph “Forced Termination of office” above) and subject to fulfillment of the performance condition described in the heading “Compensation for loss of office” above, the Board of Directors may, at the proposal of the Nomination, Remuneration and all or part of the stock options, performance shares and performance units which he would hold on the date of cessation of his duties and for which the minimum exercise period would not have elapsed or which would not have been delivered on that date, depending on the case, subject to the fulfillment of the performance conditions provided by the rules of the relevant plans. Governance Committee, decide to maintain, or not, for the Chairman and Chief Executive Officer, the benefit of Under this circumstance, in accordance with the AFEP-MEDEF Code, maintaining all or part of the benefit of the long-term compensation (stock options, performance shares and performance units) or its allocation must be explained by the Board of Directors. compensation for loss of office as described above, he would receive a non-compete indemnity equal to one year’s total gross compensation . Gross annual compensation is considered as comprising the same fixed and variable amounts used to calculate his compensation for loss of office referred to above. Should the Chairman and Chief Executive Officer leave office under circumstances entitling him to Under no circumstances will the sum of the indemnity under the non-compete agreement and the compensation for loss of office exceed double Mr. Pierre-André de Chalendar's total gross annual compensation. later than on the date of termination of the Chairman and Chief Executive Officer’s duties, in which case he will be released from any commitment and no amount will be due to him on this account. The Board of Directors reserves the right to unilaterally waive application of the non-compete agreement no Date of renewal of the authorization by the Board of Directors: March 20, 2014. Date of approval by the hareholders’ Meeting: June 5, 2014 (6th resolution).

Consequences of cessation of duties on stock options, performance shares and performance units

6

Non-compete indemnity

Date of renewal of the authorization by the Board of Directors: March 20, 2014. Date of approval by the General Shareholders’ Meeting: June 5, 2014 (6th resolution).

Supplementary pension plan

Mr. Pierre-André de Chalendar is a beneficiary under the defined benefit pension plan applicable to all employees and managers of Compagnie de Saint-Gobain who, as he did, joined the Company prior to January 1, 1994, date on which this plan was closed to new entrants. section 2.2.4. For information about the triggering events for benefits payments and potential benefits rights, see chapter 6,

Date of renewal of the authorization by the Board of Directors: March 20, 2014. Date of approval by the General Shareholders’ Meeting: June 5, 2014 (7th resolution).

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SAINT-GOBAIN - REGISTRATION DOCUMENT 2016